Valuation Date Uses in Definitions Clause

Definitions from Unit Agreement

Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used herein: Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date. Cause means, if not otherwise defined in the Employees Service Agreement, if any, the Employees: (i) conviction of, or plea of guilty or nolo contendere to, a felony, (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from the Employees incapacity due to physical or mental illness) that the Employee fails to remedy within 30 days after written notice is delivered by the Company to the Employee that specifically identifies in reasonable detail the manner in which the Company believes the Employee has not used reasonable efforts to perform in all material respects his duties hereunder, or (iii) willful misconduct (including, but not limited to, a willful breach of the provisions of any agreement with the Company with respect to confidentiality, ownership of documents, non-competition or non-solicitation) that is materially economically injurious to the Company or its affiliates. For purposes of this paragraph, no act, or failure to act, by the Employee will be considered willful unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company. Common Share Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value of one share of common stock of such company over the 30 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Share Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one Share. Common Units means Common Partnership Units issued by the Partnership. Continuous Service means the continuous service to the Employer, without interruption or termination, in any capacity of employee, or, with the written consent of the Committee, consultant. Continuous Service shall not be considered interrupted in the case of: (a) any approved leave of absence; (b) transfers among the Employers, or any successor, in any capacity of employee, or with the written consent of the Committee, as a member of the Board or a consultant; or (c) any change in status as long as the individual remains in the service of the Employer in any capacity of employee or (if the Committee specifically agrees in writing that the Continuous Service is not uninterrupted) as a member of the Board or a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. Disability means, if not otherwise defined in the Employees Service Agreement, if any, if, as a result of the Employees incapacity due to physical or mental illness, the Employee shall have been substantially unable to perform his duties for a continuous period of 180 days, and within 30 days after written notice of termination is given after such 180-day period, the Employee shall not have returned to the substantial performance of his duties on a full-time basis, the employment of the Employee is terminated by the Company. Distribution Participation Date shall have the meaning set forth in the Partnership Agreement and in Section 6(b) hereof. Effective Date means [the Grant Date]. Employer means either the Company, the Partnership or any of their Subsidiaries that employ the Employee. Fair Market Value of a security means, as of any given date, the closing sale price reported for such security on the principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading on such date on which a sale was reported. If there are no market quotations for such date, the determination shall be made by reference to the last day preceding such date for which there are market quotations. Good Reason means, if not otherwise defined in the Employees Service Agreement, if any, (a) a reduction by the Company in the Employees base salary, (b) a material diminution in the Employees position, authority, duties or responsibilities, (c) a relocation of the Employees location of employment to a location outside of the Washington D.C. metropolitan area, or (d) the Companys material breach of the Agreement, provided, in each case, that the Employee terminates employment within 90 days

Definitions from Framework Agreement

This Framework Agreement (this Agreement) is made and entered into as of the 17th day of April, 2017 by and among Cabelas Incorporated, a Delaware corporation (Parent), Worlds Foremost Bank, a Nebraska banking corporation (Seller), Synovus Bank, a Georgia state member bank (Synovus), Capital One Bank (USA), National Association, a national banking association (Capital One), and solely for purposes of the recitals hereto, Section 5.18, Section 8.2 and Article IX, Capital One, National Association, a national banking association (CONA).

Definitions. Except as otherwise specifically indicated, the following terms shall have the meanings specified herein. 6050W Reporting Rules has the meaning specified in Section 5.1(d)(xi). Account means, without duplication, each Co-Branded Account existing as of the Closing and each Charged Off Account. Account Documentation means, with respect to an Account, any and all documentation relating to that Account, including all Card Applications, Credit Card Agreements, Credit Cards, billing statements related to such Accounts, checks or other forms of payment with respect to an Account, credit bureau reports (to the extent not prohibited from transfer by applicable Law), adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, any microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, whether tangible or intangible, including information relating or pertaining to any of the foregoing to the extent related to the Program; provided, however, that Account Documentation shall not include (i) Solicitation Materials, or (ii) Parent register tapes and electronic journals, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and Services. Accountants has the meaning specified in Section 3.8(b). Accountholder means any Person (i) in whose name an Account, in connection with which the Credit Card may be used, is established, (ii) to whom a Credit Card has been issued pursuant to a Cardholder Agreement, whether or not the name under which an Account was established or (iii) who is or may become an obligor on the Account, including any guarantor, co-signor or surety. Accountholder Indebtedness means, without duplication: (a) all amounts charged and owing by Accountholders with respect to an Account, including principal balances and finance charges, whether billed or accrued, billed late fees and other similar billed fees; plus (b) any and all Accrued Interest on such Account; less (c) the amount of any payments received on amounts still reflected as charged and owing, any credit balance owed to Accountholders, including any credits associated with returns of Goods and Services and similar credits and adjustments on such Account, whether or not billed or posted. Accountholder List means any list in electronic form that identifies or provides a means of differentiating Accountholders, including any such electronic listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any of the Accountholders. Accountholder Master File means the account file or files of the system of record (commonly known as a master file) set forth on Schedule 1.1(a) and that are maintained by or on behalf of Seller or an Affiliate of Seller with respect to the Accounts, in standard format. Accrued Interest means, with respect to each Account any and all accrued but unbilled interest and fees assessed with respect to such Account as of the Cut-Off Time in accordance with the terms of the applicable Credit Card Agreements. Acquired Assets shall mean the Synovus Acquired Assets (which, for avoidance of doubt, shall include the Subsequent Closing Acquired Assets) and the Closing Capital One Acquired Assets. Acquired Entities means WFB Funding Corp. and WFB Funding. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the first-mentioned Person. Agreement has the meaning specified in the preamble hereof. Allocation Statement has the meaning specified in Section 2.4. Ancillary Agreements means the Program Agreement, the Transitional Servicing Agreement and the Lincoln Lease Agreement. Assumed Change of Control Agreements has the meaning specified in Section 5.8(c). Assumed Contracts shall mean the Contracts listed on Schedule 1.1(b). Assumed Liabilities shall mean the Synovus Assumed Liabilities (which, for avoidance of doubt, shall include the Subsequent Closing Assumed Liabilities) and the Closing Capital One Assumed Liabilities. Banking Entity means any of Seller, WFB Funding Corp. or WFB Funding. Bankruptcy and Equity Exception has the meaning specified in Section 4.1(b). Bidder Agreements has the meaning specified in Section 5.9(b). Brokered CD Curve Discount Methodology means, as of any date, a good faith calculation of the fair market value of the liability for the total notional amount of certificates of deposit constituting Deposit Liabilities, which calculation shall (i) appropriately account for the face value, stated interest rate (exclusive of any broker fee) and payment timing of each such certificate of deposit through its maturity date

Definitions from Framework Agreement

This Framework Agreement (this Agreement) is made and entered into as of the 17th day of April, 2017 by and among Cabelas Incorporated, a Delaware corporation (Parent), Worlds Foremost Bank, a Nebraska banking corporation (Seller), Synovus Bank, a Georgia state member bank (Synovus), Capital One Bank (USA), National Association, a national banking association (Capital One), and solely for purposes of the recitals hereto, Section 5.18, Section 8.2 and Article IX, Capital One, National Association, a national banking association (CONA).

Definitions. Except as otherwise specifically indicated, the following terms shall have the meanings specified herein. 6050W Reporting Rules has the meaning specified in Section 5.1(d)(xi). Account means, without duplication, each Co-Branded Account existing as of the Closing and each Charged Off Account. Account Documentation means, with respect to an Account, any and all documentation relating to that Account, including all Card Applications, Credit Card Agreements, Credit Cards, billing statements related to such Accounts, checks or other forms of payment with respect to an Account, credit bureau reports (to the extent not prohibited from transfer by applicable Law), adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, any microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, whether tangible or intangible, including information relating or pertaining to any of the foregoing to the extent related to the Program; provided, however, that Account Documentation shall not include (i) Solicitation Materials, or (ii) Parent register tapes and electronic journals, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and Services. Accountants has the meaning specified in Section 3.8(b). Accountholder means any Person (i) in whose name an Account, in connection with which the Credit Card may be used, is established, (ii) to whom a Credit Card has been issued pursuant to a Cardholder Agreement, whether or not the name under which an Account was established or (iii) who is or may become an obligor on the Account, including any guarantor, co-signor or surety. Accountholder Indebtedness means, without duplication: (a) all amounts charged and owing by Accountholders with respect to an Account, including principal balances and finance charges, whether billed or accrued, billed late fees and other similar billed fees; plus (b) any and all Accrued Interest on such Account; less (c) the amount of any payments received on amounts still reflected as charged and owing, any credit balance owed to Accountholders, including any credits associated with returns of Goods and Services and similar credits and adjustments on such Account, whether or not billed or posted. Accountholder List means any list in electronic form that identifies or provides a means of differentiating Accountholders, including any such electronic listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any of the Accountholders. Accountholder Master File means the account file or files of the system of record (commonly known as a master file) set forth on Schedule 1.1(a) and that are maintained by or on behalf of Seller or an Affiliate of Seller with respect to the Accounts, in standard format. Accrued Interest means, with respect to each Account any and all accrued but unbilled interest and fees assessed with respect to such Account as of the Cut-Off Time in accordance with the terms of the applicable Credit Card Agreements. Acquired Assets shall mean the Synovus Acquired Assets (which, for avoidance of doubt, shall include the Subsequent Closing Acquired Assets) and the Closing Capital One Acquired Assets. Acquired Entities means WFB Funding Corp. and WFB Funding. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the first-mentioned Person. Agreement has the meaning specified in the preamble hereof. Allocation Statement has the meaning specified in Section 2.4. Ancillary Agreements means the Program Agreement, the Transitional Servicing Agreement and the Lincoln Lease Agreement. Assumed Change of Control Agreements has the meaning specified in Section 5.8(c). Assumed Contracts shall mean the Contracts listed on Schedule 1.1(b). Assumed Liabilities shall mean the Synovus Assumed Liabilities (which, for avoidance of doubt, shall include the Subsequent Closing Assumed Liabilities) and the Closing Capital One Assumed Liabilities. Banking Entity means any of Seller, WFB Funding Corp. or WFB Funding. Bankruptcy and Equity Exception has the meaning specified in Section 4.1(b). Bidder Agreements has the meaning specified in Section 5.9(b). Brokered CD Curve Discount Methodology means, as of any date, a good faith calculation of the fair market value of the liability for the total notional amount of certificates of deposit constituting Deposit Liabilities, which calculation shall (i) appropriately account for the face value, stated interest rate (exclusive of any broker fee) and payment timing of each such certificate of deposit through its maturity date

Definitions from Framework Agreement

This Framework Agreement (this Agreement) is made and entered into as of the 17th day of April, 2017 by and among Cabelas Incorporated, a Delaware corporation (Parent), Worlds Foremost Bank, a Nebraska banking corporation (Seller), Synovus Bank, a Georgia state member bank (Synovus), Capital One Bank (USA), National Association, a national banking association (Capital One), and solely for purposes of the recitals hereto, Section 5.18, Section 8.2 and Article IX, Capital One, National Association, a national banking association (CONA).

Definitions. Except as otherwise specifically indicated, the following terms shall have the meanings specified herein. 6050W Reporting Rules has the meaning specified in Section 5.1(d)(xi). Account means, without duplication, each Co-Branded Account existing as of the Closing and each Charged Off Account. Account Documentation means, with respect to an Account, any and all documentation relating to that Account, including all Card Applications, Credit Card Agreements, Credit Cards, billing statements related to such Accounts, checks or other forms of payment with respect to an Account, credit bureau reports (to the extent not prohibited from transfer by applicable Law), adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, any microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, whether tangible or intangible, including information relating or pertaining to any of the foregoing to the extent related to the Program; provided, however, that Account Documentation shall not include (i) Solicitation Materials, or (ii) Parent register tapes and electronic journals, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and Services. Accountants has the meaning specified in Section 3.8(b). Accountholder means any Person (i) in whose name an Account, in connection with which the Credit Card may be used, is established, (ii) to whom a Credit Card has been issued pursuant to a Cardholder Agreement, whether or not the name under which an Account was established or (iii) who is or may become an obligor on the Account, including any guarantor, co-signor or surety. Accountholder Indebtedness means, without duplication: (a) all amounts charged and owing by Accountholders with respect to an Account, including principal balances and finance charges, whether billed or accrued, billed late fees and other similar billed fees; plus (b) any and all Accrued Interest on such Account; less (c) the amount of any payments received on amounts still reflected as charged and owing, any credit balance owed to Accountholders, including any credits associated with returns of Goods and Services and similar credits and adjustments on such Account, whether or not billed or posted. Accountholder List means any list in electronic form that identifies or provides a means of differentiating Accountholders, including any such electronic listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any of the Accountholders. Accountholder Master File means the account file or files of the system of record (commonly known as a master file) set forth on Schedule 1.1(a) and that are maintained by or on behalf of Seller or an Affiliate of Seller with respect to the Accounts, in standard format. Accrued Interest means, with respect to each Account any and all accrued but unbilled interest and fees assessed with respect to such Account as of the Cut-Off Time in accordance with the terms of the applicable Credit Card Agreements. Acquired Assets shall mean the Synovus Acquired Assets (which, for avoidance of doubt, shall include the Subsequent Closing Acquired Assets) and the Closing Capital One Acquired Assets. Acquired Entities means WFB Funding Corp. and WFB Funding. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the first-mentioned Person. Agreement has the meaning specified in the preamble hereof. Allocation Statement has the meaning specified in Section 2.4. Ancillary Agreements means the Program Agreement, the Transitional Servicing Agreement and the Lincoln Lease Agreement Assumed Change of Control Agreements has the meaning specified in Section 5.8(c). Assumed Contracts shall mean the Contracts listed on Schedule 1.1(b). Assumed Liabilities shall mean the Synovus Assumed Liabilities (which, for avoidance of doubt, shall include the Subsequent Closing Assumed Liabilities) and the Closing Capital One Assumed Liabilities. Banking Entity means any of Seller, WFB Funding Corp. or WFB Funding. Bankruptcy and Equity Exception has the meaning specified in Section 4.1(b). Bidder Agreements has the meaning specified in Section 5.9(b). Brokered CD Curve Discount Methodology means, as of any date, a good faith calculation of the fair market value of the liability for the total notional amount of certificates of deposit constituting Deposit Liabilities, which calculation shall (i) appropriately account for the face value, stated interest rate (exclusive of any broker fee) and payment timing of each such certificate of deposit through its maturity date i

Definitions from Sale and Purchase Agreement

This Sale and Purchase Agreement (this Agreement) is made and entered into as of the 3rd day of October, 2016 by and among Cabelas Incorporated, a Delaware corporation (Parent), Worlds Foremost Bank, a Nebraska banking corporation (Seller), and Capital One, National Association, a national banking association (Purchaser).

Definitions. Except as otherwise specifically indicated, the following terms shall have the meanings specified herein. 6050W Reporting Rules has the meaning specified in Section 5.1(d)(x). Account means, without duplication, each Co-Branded Account existing as of the Closing and each Charged Off Account. Account Documentation means, with respect to an Account, any and all documentation relating to that Account, including all Card Applications, Credit Card Agreements, Credit Cards, billing statements related to such Accounts, checks or other forms of payment with respect to an Account, credit bureau reports (to the extent not prohibited from transfer by applicable Law), adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, any microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, whether tangible or intangible, including information relating or pertaining to any of the foregoing to the extent related to the Program; provided, however, that Account Documentation shall not include (i) Solicitation Materials, or (ii) Parent register tapes and electronic journals, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and Services. Accountants has the meaning specified in Section 3.8(b). Accountholder means any Person (i) in whose name an Account, in connection with which the Credit Card may be used, is established, (ii) to whom a Credit Card has otherwise been issued pursuant to a Cardholder Agreement, whether or not the name under which an Account was established or (iii) who is or may become an obligor on the Account, including any guarantor, co-signor or surety. Accountholder Indebtedness means, without duplication: (a) all amounts charged and owing by Accountholders with respect to an Account, including principal balances and finance charges, whether billed or accrued, billed late fees and other similar billed fees; plus (b) any and all Accrued Interest on such Account; less (c) the amount of any payments received, any credit balance owed to Accountholders, including any credits associated with returns of Goods and Services and similar credits and adjustments on such Account, whether or not billed or posted. Accountholder List means any list in electronic form that identifies or provides a means of differentiating Accountholders, including any such electronic listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any of the Accountholders. Accountholder Master File means the account file or files of the system of record (commonly known as a master file) set forth on Schedule 1.1(a) and that are maintained by or on behalf of Seller or an Affiliate of Seller with respect to the Accounts, in standard format. Accrued Interest means, with respect to each Account any and all accrued but unbilled interest and fees assessed with respect to such Account as of the Cut-Off Time in accordance with the terms of the applicable Credit Card Agreements. Acquired Assets has the meaning specified in Section 2.1(a). Acquired Entities means WFB Funding Corp. and WFB Funding. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the first-mentioned Person. Agreement has the meaning specified in the preamble hereof. Allocation Statement has the meaning specified in Section 2.4. Ancillary Agreements means the Program Agreement, the Transitional Servicing Agreement and the Lincoln Lease Agreement Assignment and Assumption Agreement has the meaning specified in Section 3.2(a)(ii). Assumed Change of Control Agreements has the meaning specified in Section 5.7(c). Assumed Contracts shall mean the Contracts listed on Schedule 1.1(b), the Contracts acquired by Purchaser from Seller pursuant to Section 2.1(c) and the Assumed Change of Control Agreements. Assumed Liabilities has the meaning specified in Section 2.2(a). Banking Entity means any of Seller, WFB Funding Corp. or WFB Funding. Bankruptcy and Equity Exception has the meaning specified in Section 4.1(b). Bidder Agreements has the meaning specified in Section 5.8(b). Business Day means any day, other than a Saturday or Sunday or a day on which banks are required or authorized by Law to close in Lincoln, Nebraska, or New York, New York. Business Employee means any individual who is set forth on Section 4.1(p)(vii) of the Seller Disclosure Schedule and is designated as a Business Employee in accordance with Schedule 4.1; provided, however, that Seller may, subject to Section 5.7(k), supplement the list of individuals designated as Business Employees prior to the Closing Date to

Definitions from Sale and Purchase Agreement

This Sale and Purchase Agreement (this Agreement) is made and entered into as of the 3rd day of October, 2016 by and among Cabelas Incorporated, a Delaware corporation (Parent), Worlds Foremost Bank, a Nebraska banking corporation (Seller), and Capital One, National Association, a national banking association (Purchaser).

Definitions. Except as otherwise specifically indicated, the following terms shall have the meanings specified herein. 6050W Reporting Rules has the meaning specified in Section 5.1(d)(x). Account means, without duplication, each Co-Branded Account existing as of the Closing and each Charged Off Account. Account Documentation means, with respect to an Account, any and all documentation relating to that Account, including all Card Applications, Credit Card Agreements, Credit Cards, billing statements related to such Accounts, checks or other forms of payment with respect to an Account, credit bureau reports (to the extent not prohibited from transfer by applicable Law), adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, any microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, whether tangible or intangible, including information relating or pertaining to any of the foregoing to the extent related to the Program; provided, however, that Account Documentation shall not include (i) Solicitation Materials, or (ii) Parent register tapes and electronic journals, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and Services. Accountants has the meaning specified in Section 3.8(b). Accountholder means any Person (i) in whose name an Account, in connection with which the Credit Card may be used, is established, (ii) to whom a Credit Card has otherwise been issued pursuant to a Cardholder Agreement, whether or not the name under which an Account was established or (iii) who is or may become an obligor on the Account, including any guarantor, co-signor or surety. Accountholder Indebtedness means, without duplication: (a) all amounts charged and owing by Accountholders with respect to an Account, including principal balances and finance charges, whether billed or accrued, billed late fees and other similar billed fees; plus (b) any and all Accrued Interest on such Account; less (c) the amount of any payments received, any credit balance owed to Accountholders, including any credits associated with returns of Goods and Services and similar credits and adjustments on such Account, whether or not billed or posted. Accountholder List means any list in electronic form that identifies or provides a means of differentiating Accountholders, including any such electronic listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any of the Accountholders. Accountholder Master File means the account file or files of the system of record (commonly known as a master file) set forth on Schedule 1.1(a) and that are maintained by or on behalf of Seller or an Affiliate of Seller with respect to the Accounts, in standard format. Accrued Interest means, with respect to each Account any and all accrued but unbilled interest and fees assessed with respect to such Account as of the Cut-Off Time in accordance with the terms of the applicable Credit Card Agreements. Acquired Assets has the meaning specified in Section 2.1(a). Acquired Entities means WFB Funding Corp. and WFB Funding. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the first-mentioned Person. Agreement has the meaning specified in the preamble hereof. Allocation Statement has the meaning specified in Section 2.4. Ancillary Agreements means the Program Agreement, the Transitional Servicing Agreement and the Lincoln Lease Agreement Assignment and Assumption Agreement has the meaning specified in Section 3.2(a)(ii). Assumed Change of Control Agreements has the meaning specified in Section 5.7(c). Assumed Contracts shall mean the Contracts listed on Schedule 1.1(b), the Contracts acquired by Purchaser from Seller pursuant to Section 2.1(c) and the Assumed Change of Control Agreements. Assumed Liabilities has the meaning specified in Section 2.2(a). Banking Entity means any of Seller, WFB Funding Corp. or WFB Funding. Bankruptcy and Equity Exception has the meaning specified in Section 4.1(b). Bidder Agreements has the meaning specified in Section 5.8(b). Business Day means any day, other than a Saturday or Sunday or a day on which banks are required or authorized by Law to close in Lincoln, Nebraska, or New York, New York. Business Employee means any individual who is set forth on Section 4.1(p)(vii) of the Seller Disclosure Schedule and is designated as a Business Employee in accordance with Schedule 4.1; provided, however, that Seller may, subject to Section 5.7(k), supplement the list of individuals designated as Business Employees prior to the Closing Date to

Definitions from Performance Agreement

This 2014 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENT (this "Agreement") effective as of August 5, 2015, by and among NEW YORK REIT, INC., a Maryland corporation (the "Company"), its subsidiary NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the "Partnership"), and NEW YORK RECOVERY ADVISORS, LLC, a Delaware limited liability company, the Company's manager (the "Advisor").

Definitions. As used herein:"Additional Shares" means (without double-counting), as of a particular date of determination, the sum of (A) the number of shares of Common Stock plus (B) the REIT Shares Amount for all Partnership Units (assuming that such Partnership Units were converted, exercised, exchanged or redeemed for OP Units as of such date of determination at the applicable conversion, exercise, exchange or redemption rate (or rate deemed applicable by the Committee if there is no such stated rate) and such OP Units were then tendered to the Partnership for redemption pursuant to the Partnership Agreement as of such date) other than those Partnership Units held by the Company, in the case of each (A) and (B), to the extent issued after the Effective Date and on or before such date of determination in a capital raising transaction, in exchange for assets or securities, or upon the acquisition of another entity; provided, that for the avoidance of doubt, this definition of "Additional Shares" shall exclude: (i) shares of Common Stock issued after the Effective Date upon exercise of stock options or upon the exchange (directly or indirectly) of LTIP Units or other Partnership Units issued to employees, non-employee directors, consultants, advisors or other persons or entities as incentive or other compensation, (ii) shares of Common Stock awarded after the Effective Date to employees or other persons or entities in exchange for services provided or to be provided to the Company or any of its affiliates, and (iii) all Initial Shares."Adjusted Market Cap" means (A) the Company's Initial Market Cap less an amount equal to the total number of Buyback Shares bought back over the measurement period multiplied by $9.00 with respect to the calculation of (i) the Annual Amount on the Valuation Date (organization) values">First Valuation Date, (ii) the Interim Amount, (iii) the Final Absolute TRS Amount, and (iv) the Final Relative TRS Amount, and (B) the Total Shares as of the prior Valuation Date less any Buyback Shares bought back over the measurement period multiplied by the spot closing stock price on the prior Valuation Date, with respect to the calculation of the Annual Amount on the Valuation Date (organization) values">Second Valuation Date and the Valuation Date (organization) values">Final Valuation Date. "Annual Absolute TRS" means, as of the each Valuation Date and provided the Company's TRS Percentage exceeds seven percent (7%) for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to the Second Valuation Date and the Final Valuation Date, a dollar amount equal to four percent (4%) of the dollar amount by which, if any, the amount of the Company's Total Return, determined as of such date, exceeds the Threshold Amount, determined as of such date."Annual Amount" means, as of a Valuation Date, an amount equal to up to one and one-quarter percent (1.25%) of the Company's Initial Market Cap based on the level of achievement of Annual Absolute TRS and Annual Relative TRS as of such Valuation Date for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to the Second Valuation Date and the Final Valuation Date."Annual Relative TRS" means, as of each Valuation Date, a dollar amount equal to four percent (4%) of any amount by which the Company's Total Return for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to the Second Valuation Date and the Final Valuation Date, exceeds the Relative Threshold Amount as of such date; provided, that the amount so earned will be subject to reduction in accordance with a ratable sliding scale factor so that (A) if the Company's TRS Percentage for the applicable period is six percent (6%) or more, there will be no reduction to Annual Relative TRS for such period; (B) Annual Relative TRS for such period shall be reduced by fifty percent (50%) if such TRS Percentage for the applicable period is zero percent (0%); (C) Annual Relative TRS for such period shall be reduced based on a linear interpolation between the foregoing reduction factors if the Company's TRS Percentage for the applicable period is between zero percent (0%) and six percent (6%); and (D) Annual Relative TRS for such period shall be reduced by one hundred percent (100%) if the TRS Percentage for the applicable period is below zero percent (0%)."Award OP Units" has the meaning set forth in Section 7 hereof."Award LTIP Units" has the meaning set forth in Section 3(a) hereof."Beneficial Owner" has the meaning set forth in Rule 13d-3 under the Exchange Act."Buyback Shares" means (without double-counting), as of a particular date of determination, (A) shares of Common Stock or (B) the REIT Shares Amount for Partnership Units (assuming that such Partnership Units were converted, exercised, exchanged or redeemed for OP Units as of such date of determination at the applicable conversion, exercis

Definitions from Performance Agreement

This 2014 ADVISOR MULTI-YEAR OUTPERFORMANCE AGREEMENT (this "Agreement") made as of August 5, 2015, by and among NEW YORK REIT, INC., a Maryland corporation (the "Company"), its subsidiary NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the "Partnership"), and NEW YORK RECOVERY ADVISORS, LLC, a Delaware limited liability company, the Company's manager (the "Advisor").

Definitions. As used herein:"Additional Shares" means (without double-counting), as of a particular date of determination, the sum of (A) the number of shares of Common Stock plus (B) the REIT Shares Amount for all Partnership Units (assuming that such Partnership Units were converted, exercised, exchanged or redeemed for OP Units as of such date of determination at the applicable conversion, exercise, exchange or redemption rate (or rate deemed applicable by the Committee if there is no such stated rate) and such OP Units were then tendered to the Partnership for redemption pursuant to the Partnership Agreement as of such date) other than those Partnership Units held by the Company, in the case of each (A) and (B), to the extent issued after the Effective Date and on or before such date of determination in a capital raising transaction, in exchange for assets or securities, or upon the acquisition of another entity; provided, that for the avoidance of doubt, this definition of "Additional Shares" shall exclude: (i) shares of Common Stock issued after the Effective Date upon exercise of stock options or upon the exchange (directly or indirectly) of LTIP Units or other Partnership Units issued to employees, non-employee directors, consultants, advisors or other persons or entities as incentive or other compensation, (ii) shares of Common Stock awarded after the Effective Date to employees or other persons or entities in exchange for services provided or to be provided to the Company or any of its affiliates, and (iii) all Initial Shares."Adjusted Market Cap" means (A) the Company's Initial Market Cap less an amount equal to the total number of Buyback Shares bought back over the measurement period multiplied by $9.00 with respect to the calculation of (i) the Annual Amount on the Valuation Date (organization) values">First Valuation Date, (ii) the Interim Amount, (iii) the Final Absolute TRS Amount, and (iv) the Final Relative TRS Amount, and (B) the Total Shares as of the prior Valuation Date less any Buyback Shares bought back over the measurement period multiplied by the spot closing stock price on the prior Valuation Date, with respect to the calculation of the Annual Amount on the Valuation Date (organization) values">Second Valuation Date and the Valuation Date (organization) values">Final Valuation Date. "Annual Absolute TRS" means, as of the each Valuation Date and provided the Company's TRS Percentage exceeds seven percent (7%) for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to the Second Valuation Date and the Final Valuation Date, a dollar amount equal to four percent (4%) of the dollar amount by which, if any, the amount of the Company's Total Return, determined as of such date, exceeds the Threshold Amount, determined as of such date."Annual Amount" means, as of a Valuation Date, an amount equal to up to one and one-quarter percent (1.25%) of the Company's Initial Market Cap based on the level of achievement of Annual Absolute TRS and Annual Relative TRS as of such Valuation Date for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to the Second Valuation Date and the Final Valuation Date."Annual Relative TRS" means, as of each Valuation Date, a dollar amount equal to four percent (4%) of any amount by which the Company's Total Return for the period commencing on (A) the Effective Date with respect to the First Valuation Date and (B) the prior Valuation Date with respect to the Second Valuation Date and the Final Valuation Date, exceeds the Relative Threshold Amount as of such date; provided, that the amount so earned will be subject to reduction in accordance with a ratable sliding scale factor so that (A) if the Company's TRS Percentage for the applicable period is six percent (6%) or more, there will be no reduction to Annual Relative TRS for such period; (B) Annual Relative TRS for such period shall be reduced by fifty percent (50%) if such TRS Percentage for the applicable period is zero percent (0%); (C) Annual Relative TRS for such period shall be reduced based on a linear interpolation between the foregoing reduction factors if the Company's TRS Percentage for the applicable period is between zero percent (0%) and six percent (6%); and (D) Annual Relative TRS for such period shall be reduced by one hundred percent (100%) if the TRS Percentage for the applicable period is below zero percent (0%)."Award OP Units" has the meaning set forth in Section 7 hereof."Award LTIP Units" has the meaning set forth in Section 3(a) hereof."Beneficial Owner" has the meaning set forth in Rule 13d-3 under the Exchange Act."Buyback Shares" means (without double-counting), as of a particular date of determination, (A) shares of Common Stock or (B) the REIT Shares Amount for Partnership Units (assuming that such Partnership Units were converted, exercised, exchanged or redeemed for OP Units as of such date of determination at the applicable conversion, exercis

Definitions from Limited Partnership Agreement

THIS LIMITED PARTNERSHIP AGREEMENT (this Agreement), of Forest City Enterprises, L.P. (the Partnership), dated as of [*], 2015, is entered into by and among Forest City Realty Trust, Inc., a Maryland corporation (the General Partner), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney-in-fact for each of the persons and entities identified on Exhibit A hereof as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms and phrases used in this Agreement. 704(c) Value of any Contributed Property means the fair market value of such property or other consideration at the time of contribution, as determined by the General Partner using such reasonable method of valuation as it may adopt. The General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of Contributed Properties contributed in a single or integrated transaction among such properties. Act means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. SS17-101, et seq., as the same may hereafter be amended from time to time, and any successor thereto. Additional Limited Partner means a Person who is admitted to the Partnership as a Limited Partner pursuant to Section 12.2 hereof and shown as such on the books and records of the Partnership. Adjusted Capital Account means, with respect to a Partner, the Capital Account maintained for such Partner as of the end of each Partnership Year (i) increased by any amounts which such Partner is obligated to restore to the Partnership pursuant to any provision of this Agreement or is treated as obligated to restore to the Partnership pursuant to the provisions of Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Capital Account Deficit means, with respect to a Partner, the deficit balance, if any, in such Partners Adjusted Capital Account as of the end of the relevant Partnership Year. Adjusted Property means any property or other asset the Carrying Value of which has been adjusted pursuant to Exhibit B hereof. Affiliate means (i) with respect to any Person who is a natural person, any member of the Immediate Family of such Person or a trust established for the benefit of such member, or (ii) with respect to any Person who is not a natural person, (a) any Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (c) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (d) any officer, director, general partner or trustee of such Person or any Person referred to in clauses (a), (b), and (c) above. For purposes of this definition, control, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Agreed Value means (i) in the case of any Contributed Property, the 704(c) Value of such property at the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnerships Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the Regulations. Agreement means this Limited Partnership Agreement, as it may be amended, supplemented or restated from time to time. Articles of Incorporation means the Articles of Incorporation of the General Partner Entity, as filed with the Maryland State Department of Assessments and Taxation, or, if the General Partner Entity is not a Maryland corporation, the equivalent corresponding organizational instrument(s) governing the General Partner, in either case as the same may be amended, supplemented or restated from time to time. Assignee means any permitted transferee of a Partnership Unit that has not been admitted by the General Partner as a Substituted Limited Partner and, therefore, is entitled only to the rights set forth in Section 11.5 hereof. Bankruptcy with respect to any Person shall be deemed to have occurred when (i) the Person commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) the Person is adjudged as bankrupt or insolvent, or a fin

Definitions from Amendment

WHEREAS, certain of the Employers, and their predecessors, entered into a Profit Sharing Plan ("Plan") and Trust Agreement on December 31, 1952; and

Definitions. 11.5-1 Designated beneficiary. The individual who is designated as the beneficiary under section 9.3 of the Plan is the designated beneficiary under Code SS 401(a)(9) and section 1.401(a)(9)-1, Q&A-4 of the Treasury regulations. For purposes of this Article XI, if the Participant has not designated a beneficiary or if a Participant-designated beneficiary does not survive the Participant, then the designated beneficiary shall be determined under the priority rules set forth in section 9.3-4(a) through (d). If there is more than one individual within the highest priority class under 9.3-4(a) through (d), the individual with the shortest life expectancy will be the designated beneficiary for purposes of Article XI.11.5-2 Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year that contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under section 11.2. The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's required beginning date occurs, will be made on or before December 31 of that distribution calendar year.11.5-3 Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.11.5-4 Participant's account balance. The account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.11.5-5 Required beginning date.